SECURITIES AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): August 18, 2018
HIGH ACQUISITIONS CORP.
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
E. Greenway Parkway #103-412
of principal executive offices)
telephone number, including area code)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (See General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
growth company ☑
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 Entry into a Material
August 18, 2018 (the “Effective Date”), Mountain High Acquisitions Corp, (“MYHI”), on the one hand, and
One Lab Co (“Labco”) and Alchemy Capital, LLC (the “Alchemy”), on the other hand, entered into an Exchange
Agreement (the “Exchange Agreement”) pursuant to which Alchemy, the sole shareholder of Labco, agreed to exchange
100% of the capital stock of Labco for 88,000,000 restricted shares of MYHI (the “MYHI Shares”) in accordance with
the following schedule: 20,000,000 MYHI shares at Closing and 68,000,000 MYHI Shares after certain equipment currently under order
by Labco (the “Equipment”) is delivered to the lessee under a lease agreement between Labco and the lessee (the “Lease”).
Additionally, Alchemy agreed to pay monthly lease payments of $25,000 to Labco beginning ten days after the Effective Date and
until the Equipment is delivered. The Equipment consists of a state-of-the-art intermodal extraction laboratory engineered and
designed specifically for processing cannabis.
foregoing description of the terms of the Exchange Agreement does not purport to be complete and is subject to and qualified in
its entirety by reference to the Exchange Agreement, a copy of which is filed with this Form 8-K and incorporated herein by reference.
ITEM 2.01 Completion of Acquisition
or Disposition of Assets.
On August 21, 2018, the transactions
contemplated by the Exchange Agreement were consummated.
ITEM 3.02 Unregistered Sales
of Equity Securities.
21, 2018, the Company issued to Alchemy and four of its designees an aggregate of 20,000,000 MYHI shares. Such shares were
issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Such reliance was based on the fact that the
issuance of such shares did not involve a public offering.
ITEM 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 18, 2018, pursuant
to the Exchange Agreement, Matt Walker and Raymond Watt were appointed to the Board of Directors of MYHI as designees of Labco
for a period of one year. One additional designee of Labco will be appointed to the Board after the Equipment is delivered.
ITEM 8.01 Other Events.
On August 21, 2018, MYHI issued
a press release with respect to the Exchange Agreement.
ITEM 9.01 FINANCIAL STATEMENTS
. Any financial statements required hereunder shall be filed by amendment.
Press Release with respect
to the Exchange Agreement
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HIGH ACQUISITIONS CORP.
Richard G. Stifel
G. Stifel, Chief Financial Officer